Twilight's Return
by Meurogane
Summary: When Twilight Sparkle stresses over her upcoming education at UCU, she unintentionally causes a future where Equestria falls to an evil ruler. She, with some old friends and some new, must do all she can to prevent this future, or else sacrifice her life
1. Prologue

**Twilight's Return**

_Written by Meurogane_

Summary: When Twilight Sparkle stresses over her upcoming education at UCU, she unintentionally causes a future where Equestria falls to an evil ruler. She, with old friends and some new ones, must do all she can to prevent this future, or else sacrifice her life.

0

Prologue

Trixie had always hated black. When she was a showmare, she had done her best to avoid using it entirely. She wanted her shows to be as spectacular as possible and a black costume or a black background did absolutely nothing to help this cause.

If anypony had thought to look down the dark alley, they might have noticed the cloaked figure; trying to be as discreet as possible as she made her way towards the local bakery. This behavior would have been regarded suspiciously in other towns, but with the newly built weapons factory nearby pulsing gusts of polluted smoke into the air, wearing clothing that covered a pony's head was better for its health. However, this pony was strong and wore the cloak for a different reason entirely. There was only one reason, in fact, that Trixie would ever wear such dark and dirty attire- to blend in rather than stand out.

The adult unicorn seemed to have a knack for getting herself into dangerous situations. If it been any other patrol- she had told herself- she would not have dared risk her life to hunt her three missing soldiers down, to try to find them. But as of late, the rebel's numbers were slimming down too much for her liking. She felt sending out anypony else would be begging for more casualties. Clearly, if three of her top soldiers had been abducted or worse, the police must have been stepping up their game. As an important leader in the rebellion against the Empress of Equestria, she felt she had the experience and power to be able to maneuver through Ponyville stealthily and quickly as well as make a swift escape from the police should the need arise. It was a dangerous mission, but it was one she felt she must complete alone.

Trixie had been informed by one of her fellow rebels that an ally with information would await her arrival at Ponyville's bakery. The fact that it was such a public building concerned her greatly, as well as pained her, for she remembered the bakery from when she was younger. Although her childhood years had not been spent in Ponyville for very long, she did recall the praise and sweet smells that came out from the bakery's doors. She, herself, had never actually walked in and now she regretted the decision. Her heart sank at the thought that she'd never be able to dine there without risking the discovery of her identity.

She slowly pushed the front doors open and walked up to the counter. As she made her way across the room, she glanced at the small number of ponies sitting and enjoying their treats as best as they could in the gloomy weather. She made note of their sizes and was relieved to see that there was nopony yet present who could really challenge her physically in a fight. Her eyes wandered over to the pony at the counter. He was a yellow earth pony with a messy brown mane, sporting a striped hat and white apron. His shaggy appearance did nothing to distract from the glazed look in his eyes, a look that could be found on the faces of all of the ponies in Equestria.

"Welcome to Sugar Cube Corner, miss," he said in a monotone. Trixie, alarmed that he recognized her gender, glanced down and saw that some of her mane was poking out of her hood. She readjusted it as the old colt listed the daily special and sales.

"Got something in your mane, miss?" he asked, causing the unicorn to look up at him in confusion.

"I…" she kept her voice low so as not to draw attention to herself, "I don't think so-"

"You sure about that?" the pony asked, now sounding a bit more suspicious and squinting at something on the top of her head…

_Oh no_, Trixie swore inwardly and attempted to readjust her hood again to hide her horn, which was ever so slightly poking out under the fabric of her hood.

"Hat mane," she babbled, "I hate getting the soot outside in my mane, but unfortunately, I have a horrible case of hat mane that gets bumpy whenever I wear hats, or in this case, hoods and I've been trying to find some product for it lately, but I haven't had much luck-"

"Ah. I know who you are," he interrupted, a look of understanding crossing his face. "You're my new intern, aren't you? The one that called in last week? You're a bit late, but that's alright. Business is pretty slow around here these days."

Trixie blinked in confusion.

"Forgive me, sir, but I think you might have me confused with somepony else-"

"Oh no, I always remember faces. And voices. Anyways, why don't you come on back and I'll give you a tour of the kitchens. I hear a storm's coming this afternoon and ponies are going to want a roof over their heads. A warm bakery is just the place to run to, so we better hurry up and get you started if we wanna keep up with all of those orders, don't we?" He winked at her and called to one of the employees in the back to watch the counter. Trixie tried to explain again that there must have been some mistake, but the old colt just dragged her along by her cloak into the backrooms. Once they were alone in the kitchens, the colt banged one of his front hooves on a table and glared at Trixie, making her jump in surprise.

"What is the matter with you?" he growled, "are you trying to get yourself noticed? A lone pony walking around by herself in heavy clothing during the day? I thought you rebels were smarter than that!"

Trixie was taken aback at first, but she quickly realized that this pony must have been the rebel's insider. She narrowed her eyes at the pony's comments.

"Listen Mister-"

"-Cake," he retorted. Trixie rolled her eyes.

"How fitting," she muttered, "Anyways, since you clearly spend all of your time indoors baking, you must not be aware that this attire isn't unusual at all. Ponies are practically breathing in all of the smoke pouring from the factory-"

"Oh, I'm fully aware of what they have to go through, but it's not the attire you should be worried about. Why are you here alone?"

She stiffened at the unspoken implication. "I can take care of myself, thank you very much. I happen to be one of the rebel generals, so I am perfectly capable of making my way around town unnoticed and defending myself if necessary."

Mr. Cake shook his head, his expression softening. "General or not, you need somepony to watch your back. The police are everywhere; wearing disguises just as you are and looking for suspicious activity."

"They won't get close enough to spot my horn like you did. And thank you so much for pointing that out so loudly. Really, you've been a _great_ help."

"Maybe if you had hid it better, I wouldn't have needed to. I wasn't trying to expose you, I was warning you. But you clearly weren't perceptive enough to even realize who I am." He snorted. "And you're supposed to be a general. Give me a break."

Trixie huffed furiously, but realized they were wasting time.

"Whatever, old donkey," she snapped, "just tell me what I need to know or-"

"For all you know, this place could be under surveillance right now! You can't just go gallivanting into my store with that horn poking out like-"

"I thought they only watched buildings for suspicious activity. Don't tell me you of all ponies have got anything to hide aside from passing along gossip…"

Mr. Cake paled and a despairing look filled his eyes.

"My wife…" he murmured, his voice cracking, "the police…they…"

He trailed off, unable to finish his sentence. Trixie felt her frustration with the colt disappear and become replaced by a familiar sympathy. She placed one of her hooves on the colt's back, comfortingly, as a tear began to trickle down his face.

"They took her away, didn't they?" she asked quietly. He let out a short, bitter chuckle.

"I almost wish they did." He rubbed the tear of his breath and cleared his throat.

"They came some time ago to take away our children because of their…'conditions' as they put it." He rolled his eyes, before continuing. "They were only fillies! They hadn't done anything wrong. They were the best fillies a parent could have asked for." He sighed. "But, you know, 'orders are orders' and all that. And poor Mrs. Cake…she just couldn't bear them being taken away. So she…she tried to stand up to them…and…you know what they do to ponies that get in…_her_…way…" They both shuddered. "…And since I am - _was_ - her husband, I haven't been considered completely trustworthy ever since. I never know when they're watching…I had to hide my mourning all of these years…"

Trixie closed her eyes.

"I…I am so sorry. I had no idea…" she apologized.

He looked up at her warily, his earlier snappy tone returning, "Well, that's certainly clear enough."

Trixie shot him a glare, though this was not as pointed as before. "Look, old colt, I'm only trying to help. And if you can give me the information I need, I…I'll do everything I can to get the revenge that you never could for your family. I would be honored to."

Mr. Cake rolled his eyes. "I appreciate the sentiments, General, but really? _You_ are going to stand up to the police? _You_ are going to take down the _Empress_? Ha! Just how do you plan on doing that?"

Trixie smirked and gestured to her horn, still slightly concealed under her hood.

"I'm going to use my head."

Mr. Cake raised an eyebrow and sighed, realizing that there would be no arguing with her.

"All right, I'll give you your precious information, but it ain't pretty…" His voice dropping lower, "A customer told me that they saw three ponies get captured after trying to escape the police down by the train station. She even recognized the three and was able to tell me who they were."

Trixie's heart stopped, her worst fears confirmed. _Captured_.

"Who…?" Trixie began to ask, even though she already knew the answer.

Mr. Cake's face was grim.

"The ex-Crusaders. An earth pony named Applebloom, a Pegasus named Scootaloo, and a…unicorn named Sweetie Belle."

Trixie gulped. "And, how, exactly, were they captured?"

Mr. Cake shook his head. "It was…is…horrifying. It's nothing anypony's ever seen before…"

0

As the unicorn walked out of the building, she did not see three figures, one of them dressed in a hood, down the street start following her at a leisurely pace. Trixie moved quickly in the direction of Ponyville library, which was a few blocks away and housed the secret entrance to the rebels' headquarters. It was imperative that she alert the rest of the rebellion and pass along the alarming news she had received, news that endangered them all on a whole new level.

She was a little more than halfway there when she rounded a corner and accidently bumped into somepony.

"Please excuse me, sir" she said quickly in a low voice, but the colt, larger than she, put a hoof to her chest. She peeked up at his face from under hood and realized with horror that it was a police pony.

"Excuse me, miss," he said in a gruff voice, glancing at her approaching pursuers, "we're going to have to ask you a few questions…"

Trixie finally noticed her followers and cursed inwardly. The information she had couldn't wait.

"I'm sorry, but now is not a good time at all, I have to be somewhere-"

"We would be happy to escort you wherever you need to go," he interrupted. Trixie almost snorted. He didn't look happy at all.

"No, no," she said, starting to panic as the other three ponies trotted closer, "I mean, I appreciate it greatly, but I don't want to waste your time or anything…I'll be fine on my own and-"

"SEIZE HER!" came a yell from behind.

"SHE'S A REBEL!" came another.

"MAKE HER DROP HER HOOD!" came the chilling third.

The police pony looked down, reaching a hoof towards his belt, ready to use weapons if necessary, but before he could do so, he realized she was already running away and was halfway down the block. Growling in anger, the four ponies chased after her at full speed.

Trixie panted heavily, running as fast as she could. She wished she could use her teleportation spell to escape to HQ. However, due to the defensive spells that had been placed all around it for protection and camouflage, she would simply be bounced back a few blocks. Trixie would've been fine defending herself against the one police pony, but the other three would have caught up. Dealing with four ponies at once was something she had been trained for, but now that she knew what kind of new high tech weapons they had been making, now that she knew what they were capable of, she realized she wouldn't stand a chance. Risking the location of headquarters was not enough of a danger to rival the importance of the information the unicorn carried.

The four polices ponies weren't catching up with her yet, but they weren't shrinking in the distance either. Trixie growled in frustration and trudged onwards. She thought only of the secret entrance that would allow her through the concealment shield, which prevented anypony from being able to see the building unless they knew of the entrance. She quickly brainstormed how to distract the police chasing her so they would not see where this entrance was. Her answer came as she turned the corner, briefly hidden from the view of her pursuers.

Trixie jumped behind an abandoned apple stand and used her magic to create a mirage of herself running down the street. She held her breath as the guards passed by her hiding spot and followed the mirage. She felt a glimmer of hope as they passed the location of the library, which was squashed when one of the ponies, the hooded one, stopped to stare at it.

This pony was even larger than the one Trixie had bumped into earlier. The hiding unicorn could tell it was puzzled by something it saw, even though all it should have been able to see in place of the library was ruins. One of the police ponies called back to it, saying that the rebel was getting away.

The hooded figure held up its hoof and beckoned for the others to come back. Trixie felt her heart stop as she watched the pony walk up to the very edge of the shield. It looked up quietly for a moment, before revealing a long unicorn horn and casting a spell that easily shattered the shield. Trixie heard one of the other police start to say that the Trixie they were chasing was an illusion when the hooded figure also performed a powerful spell that caused the revealed library to burst into flames.

Trixie almost cried out. She couldn't believe her eyes. There was no way a unicorn could still be alive that would burn down such a building or work with the police ponies. Nopony would do such a thing.

_Unless_…

Trixie stared in horror, her eyes tearing up in fright as waves of an explosion from inside the library blew off the pony's hood. A straight black mane tumbled and hovered just a few inches above the ground and a long, gray alicorn horn extended from the pony's head. Even from the distance, Trixie could clearly make out the glowing red eyes and cruel smile on the pony's face, an all too familiar face.

"Find her," Trixie heard the alicorn command her police ponies, "and search the library after it burns to the ground. There can be no survivors, understand? _None_. And I don't have to remind you that, if there are any pegasi or unicorns around…"

"Yes, Empress" answered the police pony that Trixie had bumped into, "of course."

The three police ponies ran off in different directions to try and hunt down the rebel. Trixie paid them no attention, as none of them were headed her way. She performed her transporting spell, quietly, but not before watching the alicorn Empress that had conquered Equestria and had caused this nightmare laugh as pieces of the library melted off and dropped to the ground in the heat.

0

An alicorn, with a gold coat and a jaggedly cut mane, watched the scenes of these events play out silently in a floating portal. There were many of these portals that dotted the large room, cluttered with clocks, hour glasses, sundials, and many other broken objects. The room was dark due to a lack of lights or windows. The only dim light that shone came from the various portals, all brimming with energy as they illustrated various scenes in time.

A young female dragon entered the room behind him and peered around his shoulder to see what he was looking at. Her eyes narrowed as the two of them watched the Ponyville library start to crumble in front of the dark alicorn.

"Tempus," she murmured darkly. The golden alicorn closed his eyes slowly, knowing what she was about to say. "This future must be prevented. Empress Aurora-"

"I know," his deep voice echoed around the room, "Ananke."

The dragon stomped her foot in impatience. "Then what are you waiting for?" she demanded, crossly, her voice going up in volume.

Tempus turned to glare at her slightly. "What you have asked me to do is not a choice I am willing to make."

"Oh, for the love of-" Ananke shook her head, "you're _still_ refusing despite everything? You know that it's the only choice. There's no way out of this, Tempus. You know what is behind this future even occurring."

"Yes," Tempus said more softly, walking over to another portal. Ananke followed him, disgruntled that he was being so unresponsive. She pointed to the unicorn that could be seen in the portal.

"You have to destroy her. It's the only way to prevent the prophecy from coming true. I tried to warn them, but they did not interpret my warnings correctly in time. And we are responsible for the fate of this universe. If the others find out we let it get out of hand-"

"Do not concern yourself with the others, my assistant." Ananke's frown deepened at his words. "I will do the job needed. I will ensure that such a future never exists. And to do that…"

Tempus gazed, his expression resolute, at the young mare, watching as her life began to change forever.

"…I will destroy Twilight Sparkle."

0

**Author's note:** Hello everypony and thanks so much for taking the time to read my fanfic! This is actually my first fanfic ever, let alone first for MLP, so I'm definitely a bit new at this. Hopefully, that isn't too obvious in my writing.

This fanfic is a combination of the world and characters of MLP as well as the plot of one of the Danny Phantom mini-movies, "The Ultimate Enemy" (really, really good episode! Check it out on Netflix or it is probably available online somewhere). I really want to gush about why I decided to do this, but I'm afraid reveal any spoilers.

For those of you who are quite familiar with the characters and world of MLP, I would greatly appreciate it if you could give me feedback on how believable the story is. I started outlining for this story before the season 2 finale aired and even before the episode "It's About Time" aired, just fyi if things don't line up perfectly or whatever.

Otherwise, all types of feedback are welcome, though I would greatly appreciate it if you could also tell me what you like in particular, so I know to keep doing it in the upcoming chapters! I know this is just a prologue, so everything's kind of vague right now, but I promise I'll try to have Chapter 1 up in a week or two!

Thanks again and I hope you enjoy it and are as excited as I am to see where the story goes…

**Disclaimers**:

My Little Pony Friendship is Magic belongs to Lauren Faust and Danny Phantom and the plot of The Ultimate Enemy belong to Butch Hartmen.


	2. Chapter 1

Chapter 1

"It Had to Be Today"

[Present]

The day that would change Twilight Sparkle's life forever, ironically enough, started out perfectly normal. The purple unicorn awoke with the first few rays of sun on her face and smiled. She yawned as she got out of bed and made her way downstairs to have breakfast; carefully tiptoeing by Spike, her still resting dragon assistant.

Ponyville Library didn't have a kitchen, of course, but Twilight had been able to store some breakfast in advance. She had known she was going to be getting up early to go to a meeting hosted by the mayor, so she had made sure she had gotten plenty of rest and had a meal ready to go if she woke up late. Today's special was her favorite sandwich- daisy. As she munched, she used her horn's magic to summon some books and papers off of the shelves. Checking her schedule, she realized she had almost forgotten that she and her best friends had scheduled a lunch date almost right after when the meeting was supposed to end.

"Shoot, I hope I have enough time," she mused to herself, placing a bag with her belongings on her back. She took the last bite of her sandwich and headed out the door.

The sky was tinted shades of pink and orange as the sun rose, giving the lighting on the library a warm glow. Twilight admired the beautiful morning for a moment, before making her way towards town square. She could already see a small crowd forming in front of the stage where the podium was and noted with some surprise that all the ponies present were unicorns. A small bubble of panic started to rise in her as she realized she didn't recognize a single face. However, as she made her way to the front of the crowd, she spotted Lyra, a mint green unicorn well-known for her lyre-playing skills and often seen around Ponyville with earth pony Bon Bon. Glad to finally find somepony she could talk to, Twilight eagerly made her way over to her.

"Good morning, Lyra!" she greeted the unicorn, happily. At first, the mint green unicorn was startled, as she had not seen Twilight arrive, but when she realized it was just a good acquaintance calling her name, she grinned.

"Hey, Twilight! How are you?"

Twilight placed her bag on the ground in front of her and the two sat down in front of the stage, making themselves comfortable in the grass.

Responding to Lyra's question, she said, "I'm doing well, thank you. Have you been having a good summer so far?"

"Definitely; Bon Bon and I-" She was interrupted by couple of unicorns rudely pushing through and making their way towards the stage, talking and giggling loudly and totally oblivious to Lyra and Twilight's presences. The two rolled their eyes, but smiled to each other, knowing the ponies hadn't meant any harm.

"What do you think this is about, anyway?" Lyra asked, nodding her head towards the stage. "The invitation was pretty vague, don't you think?"

"Yes," Twilight agreed, "I thought so, too. I didn't want to ask anypony else about it, because I wasn't sure if everypony was invited and…"

"And you didn't want to hurt their feelings if they weren't," Lyra finished with a knowing smile.

Out of the corner of her eye, Twilight noticed movement on the stage.

"I don't know what's going on," she admitted, "but I think we're about to find out." She pointed to the mayor, who was trotting over to the podium and beginning to speak.

"Good morning, everypony," her voice carried over the crowd and the buzz of chatter died. "Thank you so much for attending this meeting. I am sure you are all puzzled as to why you were invited exclusively, so I won't hesitate in providing an explanation."

She nodded to a couple of unicorns standing nearby and holding sacks of scrolls. They proceeded to walk throughout the crowd, handing a scroll to each unicorn present. Twilight started to skim it, half-listening as the mayor continued.

"You have all been invited to study in one of Canterlot's most prestigious academies, the University of Canterlot for Unicorns. As you probably know, it was founded by one of Star Swirl the Bearded's students, Bookworm the Second, over a century ago in order to establish a university where unicorns could study _specialized_ magic; allowing them to determine their future roles in society. For instance-"

A few other unicorns used their magic to display a large portrait of a stallion with a light blue-gray coat and an off-white mane as the mayor continued, "-one of our poet laureates, Bastion Yorsets, specialized in Literary and Scripted Magic."

Twilight whispered to Lyra, "He was one of my judges of my entrance exam when I was trying out for Celestia's School for Gifted Unicorns!"

The mayor started to go on, "And our very own Doctor Stable-" She paused as her assistants then lifted up a picture displaying the portrait of the unicorn doctor who had assisted Rainbow Dash when she had hurt her wing. "Doctor Stable specialized in Telemetric and Medical Magic. And, of course, Upper Crust…"

A picture of an adult mare with a pale yellow coat and a light lavender-striped mane was put on display for the crowd to see.

"…specialized in Monetary Magic and started a business that sells jewelry. As you can see there are lots of great options and opportunities that can arise from going. The classes shall begin once summer is over so you have a month to either accept or decline."

Twilight gasped in wonder. She had always heard admirable praise of the school during her time in Canterlot, but never had she ever considered the possibility that the administrators would want _her_ to attend and take classes. Getting invited was an enormous, rare offer.

'_Shining Armor will be so pleased to hear this!' _Twilight thought, ecstatically. '_Maybe this means I can spend more time with him and Cadence, and Mom and Dad…'_

Beaming, the mayor added, proudly, "This year, we have the highest number of unicorns living in Ponyville to be invited ever! The entire town is so happy for you! Although you will have to work hard while you are there, we hope that you will choose to represent us with this wonderful opportunity. I think I can speak for everypony when I say that we can't wait to see who you all grow up to be!"

The ponies in the crowd cheered and continued to converse excitedly. Lyra turned to Twi, her face lit up and golden eyes shining, as she exclaimed, "this is so fantastic! Now I'll finally be able to start taking some lessons on how to improve my lyre playing."

Twilight, happy for her, responded, "Oh, Lyra, you're already a gifted musician!"

Lyra blushed. "Thanks, that's really nice of you to say. I'm just thinking I could always use more improvement." Her pupils grew as another thought crossed her mind. "Maybe I could also learn how to play other instruments…or even write my own music!" She squealed in delight. "This is going to be so much fun!"

Twilight nodded in excitement, "That's a great idea! I know I can't wait to keep on learning. And the school has so much history…I'm sure there's all sorts of neat artifacts and books to explore and read!"

Lyra smirked, "Well, I don't know if I'm as found of the idea of reading that much as you are, but I know it has one of the biggest libraries in all of Canterlot. I'm sure everything about the school is going to be amazing!"

The two joined the rest of the crowd in forming a line in order to register early. The wait was long, but definitely worth it, in Twilight's opinion. The list of classes seemed endless. '_How do I choose just one?' _She mused happily to herself. After double checking with one of the registration officers, Twilight decided to sign up for a few classes in a variety of subjects so that she wouldn't have to feel tied down to one path just yet.

She and Lyra walked away from the center of town and watched the rest of the crowd scatter to go about their daily lives.

"What a morning," Lyra stated contentedly, "Hey, Bon Bon and I were actually planning on going to have a picnic this afternoon over by the bridge. You want to join us?"

Twilight was about to accept when she suddenly realized she was already late for her lunch date with her best friends.

"Oh no!" she cried, causing Lyra to give her a funny look. "I mean," she continued hastily, "thank you for the offer, but I'm afraid I'm already late for another appointment. You two have fun though."

Lyra smiled as Twilight started running off in the direction of Sugar Cube Corner, the town bakery. "All right, then," she called, "good luck with whatever it is you're doing! It was nice talking to you!"

"Likewise," Twilight called back as she rounded a corner. She thought to herself as she went along, '_Goodness, I hope the others aren't too annoyed with me. I mean, I know I told them I had a meeting this morning, but I didn't think it would take this much time. I wish I had thought this through…'_

0

The moment Twilight opened the door to the bakery a mixture of sweet smells and heat swept over her and she stopped for a second to breathe it all in. She quickly searched the large room looking for her friends' table. She saw a married couple enjoying a banana split, a couple of younger fillies buying some cookies, and a few different groups of friends browsing the muffin section. However, her best friends were nowhere to be found.

'_Maybe they left when I didn't show up_,' Twilight thought, sadly. Her head dropping down, she started to make her way back out of the bakery when a familiar southern drawling voice called her back.

"Well, look-y here! Seems Twi decided to show up after all."

Her heart soaring, the unicorn whirled around and saw Applejack coming down the stairs from behind the counter, followed by Pinkie Pie, Fluttershy, Rarity, and Rainbow Dash. Twilight grinned from ear to ear.

"Oh thank goodness," she exclaimed, running over to greet her friends, "I was afraid you had finished without me!"

Pinkie Pie let out a high pitched giggle. "Finish without you? Are you _nuts_? You're the whole reason we're even-" Before she could finish her sentence, both Rainbow Dash and Rarity, who were standing on either side of her, nudged her really hard.

"What she means to say," Rarity said, grinning so widely she almost grimaced, "is that we are always happy to see you and your meeting's extension doesn't change a thing."

Twilight raised an eyebrow, but before she could say anything, Applejack gestured with her to a nearby empty table.

"Why don't we go get settled in, sugar cubes?" she suggested, nonchalantly, "I don't know about y'all, but my belly's growlin' louder than Winona when she's cranky. Plus I could use a drink."

Fluttershy nodded. "Me too," she murmured, "it's rather toasty in here. I mean, being warm is nice and I certainly don't like feeling too cold, but sometimes feeling cool can be nice too. And sometimes being too hot can be overwhelming, but this may not be too hot, it's just fairly hot, and-"

"Pinkie Pie," Rainbow Dash interrupted and rolled her eyes, saving Fluttershy from her involuntary rant, "maybe you could get some air conditioning going so we don't all pass out before we even get to eat?"

Pinkie Pie smiled wider. "Sure thing! I'll get right on it!" She bounced over to a switch on the wall and flicked it on. Some cool air starting drifting through the ceiling vents throughout the room.

Pinkie Pie turned back to her friends and said, jokingly, "Did anyone order cucumber muffins? Because it's about to get cool as cucumbers in here!"

The others chuckled and placed themselves on the cushioned pillows surrounding the small table; not including Pinkie Pie who bounced up and down excitedly.

"Oh, oh, oh!" she squealed, "We have the bestest, greatest, absolute _tastiest_ special of the day, today. I can't wait for you to try. Wait riiiiiight there!" She shot off behind the counter and began rummaging through the cupboards for ingredients. A couple of the other customers walking by looked a little taken aback by this sudden hyperactive behavior, but the majority of the ponies in the room were used to this.

Twilight wiped some sweat off of her forehead and frowned. Although she could feel the light breeze coming from the air vents, the heat was still strong and the air heavy. She looked at the others and asked "Is it just me, or is this heat not lessening at all?" The others nodded in agreement and shifted uncomfortably.

"Sunny days are always a pleasant sight," Rarity remarked, "but this humidity is simply dreadful. It's a good thing I decided to put some extra gel in my mane this morning. Humid weather has a tendency to cause it to become rather frizzled."

She admired her reflection in the window next to them while the other four ponies rolled their eyes, but smiled at their always well-groomed friend. Twilight looked around the room and spotted a couple of small electric fans off to the side that spun furiously, but accomplished little. She brightened as an idea crossed her mind.

"Here," she said, getting up and walking over to the fan, "let me see if I can use my magic to merge these fans so that they propel more air across the room. They might not do much about the humidity, but they'll at least make the room cooler."

Fluttershy protested softly, "Oh, Twilight, you don't have to do that. I'm sure we can all manage…"

However, the pegasus's attempts at persuasion were useless. Twilight was now excited, especially with thoughts of studying at UCU in her head. '_What better way to prepare for UCU than practicing some more magic_?' She told herself happily. She bent down with her forehead facing the fans and squeezed her eyes shut in concentration, causing her horn and the fans to start glowing.

The others glanced at each other. Rarity started to ask, "'Think we should stop her before-?"

Suddenly, the entire room was filled a giant gust of wind, causing some of the tables to tip over and pushing smaller ponies against the walls. Treats flew all over the place, staining the walls and smacking into ponies' faces.

Applejack, just barely holding her hat on her head, shouted above the astonished yells of the other ponies, "What the hay? TWILIGHT! TURN THAT THING OFF RIGHT NOW!"

Twilight, who was pushing with much effort against the force of the air current, crawled her way over to the merged fans. She started to try performing the spell that would undo it, but every time she paused, she was pushed back farther, which diminished her concentration and ability to perform the spell.

"I- I can't!" she yelled, "The wind's too strong! I need some sort of push-"

"Leave that to me!" Rainbow Dash interrupted her, triumphantly. Having flown against stronger air currents before, the pegasus's wings were strong enough to fly against the merged fans. She flew over and started nudging Twilight back over to the whirling contraptions. "Do your thing, Twi! I've gotcha covered!" She groaned loudly under the force of the unicorn's weight.

"Thanks, Rainbow!" Twilight groaned in response as she tried her spell again. Her horn and the contraption started glowing. The mass of fans creaked before tumbling down into pieces. The gust of wind, consequently, died down and the room was filled with sighs and groans.

"All righty, everypony!" Pinkie Pie announced as she bounced back into the room with a plate of treats balanced on her head and her eyes closed, "Who's ready for a super duper special order of-" She finally open her eyes and paused in surprise.

The walls were covered in splotches of various cakes and desserts, as were some of the ponies. The manes of each pony had been blown all over so that they stuck up at odd angles; save Rarity's whose mane gel had proved stronger than the great gust of wind to her delight.

"Wow," Pinkie giggled loudly as all of the customers wearily got up and started to clean themselves off, "if I had known you wanted to have a food fight, I would've baked extra cakes for cake assaulting!"

A couple ponies raised their eyebrow at the oblivious pink earth pony. Many others glared over at Twilight, who smiled sheepishly.

"Ehehe," she chuckled nervously, "sorry about that, everypony. I'll just…uh…be cleaning up…now…" She trailed off as they all turned around and marched out of the bakery. Sighing, the unicorn used her magic to retrieve a mop and started mopping the floors.

"Sorry about that, Pinkie," Twilight apologized dejectedly, "I didn't mean for things to get so out of hoof."

Pinkie put down the treats and she and the others helped her start cleaning up the tables and counters. The pink pony winked and said, "Don't worry about it, Twilight. It sounded like so much fun, whatever it was you were doing."

Applejack lifted up one of the tables off of its side and said, "Shucks, sugarcube, it's all right. We all know you were just tryin' to help out is all."

Rainbow Dash snorted as she and Fluttershy teamed up and wiped the ceiling by flying steadily, "Yeah. And you sure did a great job- OW!" She glared down at Applejack, who had bucked a still standing cup of water that smacked the cyan pegasus in the face.

Rarity used her magic to readjust the various table clothes and the window curtains. "Everypony makes mistakes from time to time, darling," she reassured Twilight, who dropped her head lower out of guilt at every comment, "One time I designed an outfit for a local event and I paired evergreen camouflage print with baby blue rhinestones; total disaster." She grimaced at the memory.

Twilight sighed, "I know, I know, but I feel bad about causing all of the customers trouble." She paused her working, bit her lip and thought to herself, sadly, '_Maybe going to UCU isn't such a good idea after all. It always seems like I'm messing something up when I try more advanced spells. What if I go and make some horrible mistake on my very first day? What will they all _think_?'_

Fluttershy flew down and placed a comforting hoof on Twilight's back. "Oh Twilight," she said gently, "don't pay any of those other ponies any mind. They'll come around, you'll see."

Suddenly, Mrs. Cake burst through one of the doors behind the counter, looking frantic. "Where's Pinkie?" she panted, heavily, not noticing the state of her store. Said earth pony jumped at the sound of her name and she smiled to Mrs. Cake, not seeming to notice her anxious expression.

"Hi, Mrs. Cake! I was just helping Twilight and the others clean-"

"Quick!" she shrieked, grabbing the pink pony with speed that could have rivaled Rainbow Dash's and dragged her towards the door from which she had appeared, "there's a terrible problem with the boiler and we need your help cooling it down right away!"

Pinkie Pie, not minding this kind of behavior at all happily agreed, "Okie dokie lokie!" She turned to the others just as she was about to disappear through the doorway. "Don't worry, girls, I'll be back in a cinch! Or maybe a pinch? Or maybe a finch since finches can fly pretty fast! Although, personally, I don't think they can fly faster than jays…" Her continually jabbering voice trailed away into silence. The other ponies shrugged to each other and decided to continue working.

"So flying cakes aside," Rainbow Dash asked almost nonchalantly and rolling her eyes to look at the ceiling, "what's new with you, Twi? Got any…_interesting_ plans this weekend?" Applejack threw her a dirty look, but Twilight didn't notice as she thought of her answer.

"Well, I don't have my schedule on me at the moment," the unicorn responded thoughtfully and her eyes travelled over to her bag where her papers were. "I guess I'll be studying in between whatever plans my family has for me…"

Fluttershy perked up, smiling sweetly, "Your parents are coming to Ponyville? Oh, how wonderful! You must be so excited."

Twilight smiled widely, "not just my parents…" She leaned in close and said more quietly, but with much enthusiasm, "_Shining Armor_ and _Cadence_ are going to make a stop by on their way to Las Pegasus!"

The others' eyes widened in happy surprise.

"Why Twilight, that is simply delightful!" Rarity cried, "if only I had known the royal couple was stopping by, I would have certainly gone all out with the decorations-" Her right eye twitched slightly and she quickly covered her hoof and pretended to start coughing, but unfortunately for her, Twilight noticed this time.

"Decorations?" Twilight questioned, "what decorations?"

The others glanced at each other.

"Well…uh…it's your birthday, ain't it? This weekend, I mean?" Applejack asked, slowly and uneasily.

Twilight chuckled, "Of course! And we all are still having that birthday picnic we scheduled, but you don't have to put up any decorations for that. I actually want it to be kind of low key, because…well…" She glanced towards the front door to see if anypony was coming before saying quietly again, "my brother and Cadence don't really want to attract too much attention while they're here, so they can make their way to Las Pegasus fairly quickly. Apparently whatever is going on over there is pretty serious…"

Rarity smiled, sweetly. "Well, whatever the case, I'm delighted to say that I will actually be present for your birthday this year. I promise I will not be sneaking away to any fancy parties this time."

Rainbow Dash winked , gave the white unicorn a nudge, and said mischievously, "And we all know what a sacrifice it is you're making, Rare, since everypony knows how much you just '_adore'_ Fancy's – I mean, _fancy_ – parties." Rarity's face turned a deep shade of red while the others giggled.

Twilight chuckled, "It's no problem, Rarity. I'm just happy you'll be able to take a break from your busy schedule, making and designing dresses for a while. In fact…" She placed her mop down on a table.

"I'm so glad you all can be around. I know it's my birthday, but I don't really care about that right now. All I really want is to be able to see all of my friends and family and to figure out my place in the world and…" She took a deep breath before continuing, "…I think I can discover that at…UCU."

Applejack, Rainbow Dash, and Fluttershy stopped their work and looked up in confusion while Rarity's face lit up and she started jumping in excitement.

"Oh, Twilight, Twilight, _Twilight_!" she squealed, her voice going up an octave, "you got invited to UCU? That is simply wonderful! I am so happy for you! Congratulations!"

Twilight blushed slightly and gave a small, modest smile. "Thanks, Rarity. I'm really excited. I just signed up for classes this morning."

As the conversation continued, Applejack, Rainbow Dash, and Fluttershy stared blankly between the two unicorns and shrugged to each other, trying to understand inaudibly what was going on.

"So that's what your meeting this morning was about? And why you were so late? Ooooh!" Rarity jumped over uncharacteristically and hugged her friend. "I always knew you were gifted, but to be invited to a school like _UCU_? It is such an _honor_!" She leaned back and gave the unicorn some space. "Have you decided what you're going to specialize in yet?"

Twilight shook her head and replied, "That's just it- I have no clue! There are so many choices and I don't even know where to _begin_-"

Rainbow Dash flew over and put a hoof to her mouth and snapped in annoyance, "Will somepony explain what the hay is going on here?"

Fluttershy nodded. "Yes, please. I've never heard of…um…UCU, so it would be nice if you could tell us…that is, if you don't mind…" she trailed off into a whisper.

Rarity's mouth fell open in shock. "You mean you've never heard of the University of Canterlot for Unicorns; the most prestigious education center in all of Equestria?" Her eyes rolled back as she fainted dramatically.

Applejack frowned slightly at the unicorn's theatrics. "Well, considerin' how it's for unicorns an' not pegasi or earth ponies, I don' think that ought to be much of a surprise," she grumbled.

Twilight glanced at her, worriedly. "I'm sorry I didn't say so right up front. I hope I didn't offend any of you."

Applejack smiled at her and said warmheartedly, "Ah shoot, sugarcube, no harm done. An' don't feel bad, it sounds like a great opp'rtunity."

Rarity leapt back to her hooves and gasped, "Why of course it is!"

Rainbow Dash squinted her eyes suspiciously and said, "You seem to know an awful lot about a school in a town you've never lived in…unless you went on some extra field trips during your time in Canterlot? You know, on Twilight's _last_ birthday?"

Rarity giggled nervously, "Well, I, uh, don't know what you mean by 'extra field' trips, but I did take a few lessons with one of the UCU professors on fashion. Our family didn't have much money at the time, so they couldn't afford for me to go. However, the administrators were so impressed with my portfolio-"

The others, save Twilight, gave her blank stare, causing the white unicorn to roll her eyes a bit.

"-I sent in some of my early dress designs and an outfit that I actually completed for them to review and see if I was worthy of being a student of theirs. Anyways, they were so impressed that they decided to send down one of their teachers to come tutor me _dans les arts de la mode_!"

Her friends gave her another blank stare before Fluttershy offered, "Do you mean…a teacher that tutored you in fashion?"

Rarity nodded happily, "She taught me almost everything I know today and when the final exam came around, I passed with flying colors! My parents never truly understood my passion, but they were always supportive and were so proud."

She sighed and stared off into space, a dreamy look spreading across her face. "And she even helped me start up Carousel Boutique. She was always telling me how wonderful UCU was and that she hoped someday, whenever I got the chance to make my way over to Canterlot, that I'd be able to visit her."

"So, is that what you did while you were in Canterlot last year?" Twilight asked innocently, "visit your favorite teacher?"

Rarity's eyes widened for a brief moment and she chuckled nervously again, "Oh, no I was too busy…uh…working on your dress…I got so immersed that I totally forgot to-"

Suddenly, before she could continue, Pinkie Pie popped out from behind the door leading to the basement and shouted, "Phew! Thank goodness we got that all sorted out!" She bounced over to the group while looking around the now clean lobby of Sugar Cube Corner.

"Wowie, you girls did a great job with the place!" she said in her hyper speed voice, "Thank you so, so, so much for cleaning it! If you hadn't been here, I don't know _how_ we would have kept the boiler from overheating and you know if that happened then KABOOM-" she jumped through the air and almost landed on Fluttershy, who promptly moved aside just in time as the pink pony landed with a thump.

"Ka…boom…?" the yellow pegasus questioned.

Pinkie's face scrunched up in confusion before she gasped, "Have I not told any of you about the new boiler?"

The others shared a quick, confused glance before shaking their heads slowly.

"OHMYGOSH!" Pinkie jumped onto the counter and started gesturing wildly as she told her story. "We had to get a new boiler because the old one stopped working, but the problem was the only one we could get for the next month that would work was one that would explode if it wasn't checked every once in a while and if the heat was too high or if it was put to close to baking soda-"

Twilight raised an eyebrow. "Baking soda-?"

Applejack whispered, "This is Pinkie. I wouldn't question it, if I were you, sugarcube." Twilight nodded hesitantly while Pinkie continued, oblivious to their little exchange.

"-and, boy, wouldn't you know, we had an extra-large delivery of baking soda today by a new delivery colt who didn't know any better and left it all sitting right next to the boiler! So it started to overheat, which is why it was so, so hot up here and Mrs. Cake found out, but she couldn't cool it down all by herself so she ran up and got me to help her cool it down so we wouldn't be blasted to _smithereens_!"

She collapsed onto her stomach and panted heavily from all the energy she used to talk and act out the story. "And that - _gasp -_ my - _gasp_ - friends…" she gasped in between breathing, "…is - _gasp_ - how Equestria - _gasp_ - was…ugh!" Her head fell face flat with the countertop before she could finish her sentence.

The other ponies walked slowly towards her, nervously and Rainbow Dash, who was nearest to her now, gave her back a small shove to see if she was okay. She flew back in shock when Pinkie's head flew up and continued talking as if nothing had happened.

"So, what were you ponies talking about? I heard something about a UCU, which sounds pretty silly! Kind of like you're saying 'you see you' like you can see yourself, except I don't think that's actually possible unless you're talking about a mirror. Oh my gosh! Is UCU a mirror company? Is somepony ordering a _mirror_? We should get bent mirrors like they use in funhouses! They make you look so funny, it just cracks me up and _ha ha ha_!" She burst into laughter as she recalled some entertaining memory, her amusing snorts causing the others to join her.

"Actually, Pinkie," Twilight finally said after everyone could breathe normally again, "I was telling everypony about how I was invited to study at this school called University of Canterlot for Unicorns, which UCU is short for."

Pinkie Pie's eyes got bigger. "Hold on a second. Does this mean you're going to go live in Canterlot…forever?" The others, who had not thought of this, looked startled and stared at Twilight in surprise, waiting for an explanation.

"Well," Twilight said slowly, obviously taken aback, "I suppose I would, but that doesn't mean I wouldn't come and visit when I could and…" She trailed off as a horrible thought crossed her mind.

Applejack waved a hoof in front of her glazed over eyes.

"Everythin' all right, Twi?" she asked nervously.

"Oh my gosh," the unicorn breathed as she started pacing around the room, "I've been studying friendship for over a year now…where did all of the time go?"

"Is something the matter, darling?" Rarity asked worriedly.

Twilight rushed to her bag suddenly and started looking frantically through her papers, schedules, and calenders using her magic. "Oh no!" she cried, "This is really bad!" She turned and faced her friends. "I have been spending so much time in Ponyville that I've fallen really far behind in my other studies! There's no way I'll be able to go now. I might fail all of my classes upon entrance!"

Pinkie giggled, "Aw, don't be silly, Twilight, you're the smartest pony around. I mean, they wouldn't have invited you if they knew you couldn't handle it right?"

Twilight continued pacing and rambling, "but what if they don't really know me? Heck, I don't even know what I want to specialize in! How could they possibly know what I can or can't handle? The only way I could ever hope to stay caught up with all of the unicorns my age would be to take as many classes as I can which is totally impossible-"

Suddenly she stopped in her tracks and widened her eyes.

'Wait a minute," she murmured, getting excited, "maybe I can!" She started packing all of her things together. "Maybe the registration officers are still here! I could go back and change my course registration and explain the situation. I'm sure they would understand…"

Rainbow Dash flew over and hovered next to her, a concerned look on her face.

"Look Twi," the cyan pegasus said, "I know you're excited to get to go to such a great school and study-" She grimaced at the word as Twilight finished packing up, "-but I think I can speak for all of us when I say that we don't want to see you overwork yourself. You can always wait a year to take time to catch up on everything. There's no rush-"

Twilight gave her an exasperated look and snapped, "of course there is! If I don't go this year, I might as well never go. I'll be behind all of the ponies my age. How would it look to my teachers if I was older than all of my classmates in all of my classes? What if none of my classmates wanted to be my friend because I was older than them?"

She gasped and whispered more to herself, "Or worse- what if nopony my age wanted to be my friend either? What if…what if everypony thinks I'm…dumb? I mean, just look at how all of the customers reacted when I tried to help cool down the building!" She shook her head and her expression turned determined. "No, I have to do this. I have to save my education!"

The unicorn ran out the door and yelled back to her friends, "Sorry for leaving early girls. I promise I'll make it up to you as soon as I'm finished studying!"

"Twilight, wait!" Fluttershy called softly as she and the rest of the group rushed to the doorway to watch their friend run off into the distance. Unfortunately, they were too late- she was already long gone.

"What if," Pinkie started sniffling, "what if she never comes back?"

Applejack rolled her eyes. "Now Pinkie, whatcha cryin' like that for? That's the goofiest thing I ever heard of;. Twilight forgettin' about us and abandonin' us for…studyin'…?" She trailed off as she realized the others shared the pink pony's feelings. Applejack realized that, deep down, she felt this way too.

Rainbow Dash grumbled, trying not to let her sadness show, "That dopey egghead. Isn't she smart enough to realize that there's more to life than just school? We've gotta go after her and steer her straight."

She started to fly off, but Rarity called out, "Wait, Rainbow! While I agree with your opinion and share the sentiment, I can't help but wonder if it's truly our place, even as her best friends, to hold her back…"

Fluttershy nodded in agreement. "Right," she added, "I mean, if attending UCU is what Twilight really wants, then who are we to get in the way? I know I would be put in an awful position if any of you didn't want me to keep caring for animals…"

Rainbow Dash landed on the ground and continued, "…or if any of you didn't want me to become a Wonderbolt…"

Applejack's head drooped. "…or didn't want me to continue apple buckin' and takin' care of my family…"

Pinkie Pie closed her eyes in sadness, trying not to cry. "…or continue having parties…'

Rarity finished, "…or designing clothes."

The dejected group sighed collectively.

Pinkie Pie lifted her head and asked, "What are we going to do?"

At first no one answered. Then Applejack smiled a tiny bit and said with defiance, "We're gonna keep on doin' what we've always done- be there for Twilight when she needs us and support her decisions. An' right now she wants to go to UCU, so we're gonna support her decision and continue getting' ready to celebrate her birthday by throwin' her the best surprise party a pony could ask for!"

The five friends cheered and wiped their eyes, which had gotten slightly wet due to the thought of losing their friend. The embraced in a tight group hug, believing that things could turn out great with a little hope.

Little did they know that their best friend's stress was only the beginning of their problems…and little did they know that, at that very moment, they were being watched by some unseen force.

0

Tempus sat in his headquarters, watching the colorful, young mares hug each other in optimistic spirit and felt his heart fall deeper into muted depression. It was so difficult sometimes, watching ponies having to grow up and experience the pain that often came with friendship, but what made it all worse was the fact that his sole job as of that moment was to destroy the one thing that united them all together; the very pony who made their friendship possible in the first place.

"Twilight Sparkle?" a grumpy voice came from behind him and would've normally disturbed anypony else, but since Tempus was the alicorn god of time, Ananke's sudden arrival did not even phase him.

The disgruntled baby draon continued, "You're spying on Twilight Sparkle _again_?" She paced back and forth behind him. "Need I not remind you that we have a time limit here? You're supposed to end her! You know, save Equestria from a horrible fate and all that? Does none of that sound the least bit familiar?"

Tempus replied reluctantly, not looking her in the eyes, "I'm just…preparing my strategy…"

Ananke rolled her eyes. "Yeah, sure. Well while you're doing that, I'm just going to also remind you that if any of this were up to me, I would've taken care of it already."

Tempus glared at her. "Oh yeah? Well, it's not up to you this time, so-"

"Exactly!" she shouted, stomping her foot on the ground in annoyance, "and do you know why that is?"

Tempus closed his eyes and muttered bitterly, already knowing her response, "because you, as the goddess of fate, are not allowed to ever directly intervene."

"Because I, as the goddess of fate, am not allowed to ever directly intervene," Ananke yelled and stomped her foot again, seeming to shout in frustration more to the ceiling than to her alicorn accomplice.

Tempus sighed and added, "But I am the god of time, so I can…"

"…and you must intervene whenever it is deemed necessary," Ananke finished, her full attention back on him.

Tempus got up and started to walk back towards the levitating portal that displayed Equestria's future. "I didn't sign up for any of this," he snapped angrily.

Ananke snorted, "And you think I wanted this? You think I wanted to sit on the sidelines and feel completely powerless? You think I take pleasure in telling ponies their unalterable fates?"

Tempus gave her a softer look. "But they aren't unalterable, Ananke…"

"Right," she sighed, gesturing back to the portal with Equestria's present, "as long as you do your job."

Tempus sighed again, "all right, all right. I'll do it. I'll do whatever I can to prevent the creation of Aurora by destroying Twilight Sparkle. But that doesn't mean I'll enjoy it. And that doesn't mean we aren't risking a new dark path for Equestria. Eliminating the leading Element of Harmony isn't going to be that simple…"

Ananke walked over and patted his side, since she was too short to reach his back. "I know," she said more kindly, "but this is the only way. We don't have a choice."

The two of them walked back to the portal and continued watching the five mares separate to prepare for Twilight's surprise party, save for Tempus quietly repeating Ananke's words.

"We don't have a choice…"

0

**Author's note:** Hello everypony and thanks so much for taking the time to read my fanfic!

As I said, this fanfic is a combination of the world and characters of MLP as well as the plot of one of the Danny Phantom mini-movies, "The Ultimate Enemy" (really, really good episode! Check it out on Netflix or it is probably available online somewhere). I really want to gush about why I decided to do this, but I'm afraid reveal any spoilers.

For those of you who are quite familiar with the characters and world of MLP, I would greatly appreciate it if you could give me feedback on how believable the story is. I started outlining for this story before the season 2 finale aired and even before the episode "It's About Time" aired, just fyi if things don't line up perfectly or whatever.

Otherwise, all types of feedback are welcome, though I would greatly appreciate it if you could also tell me what you like in particular, so I know to keep doing it in the upcoming chapters!

Thanks again and I hope you enjoy it and are as excited as I am to see where the story goes…

**Disclaimers**:

My Little Pony Friendship is Magic belongs to Lauren Faust and Danny Phantom and the plot of The Ultimate Enemy belong to Butch Hartmen.


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